false000128994500012899452023-05-032023-05-03

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 3, 2023
 
SPOK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware 001-32358 16-1694797
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (I.R.S. Employer
Identification No.)
 
5911 Kingstowne Village Pkwy, 6th Floor22315
Alexandria,Virginia
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (800) 611-8488
Not Applicable
Former name or former address, if changed since last report
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common Stock, par value $0.0001 per shareSPOKNASDAQ


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Item 2.02 Results of Operations and Financial Condition.
On May 3, 2023, Spok Holdings, Inc. (the “Company”) issued a press release announcing financial results for the first quarter ending March 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 8.01 Other Events.
On May 3, 2023, the Board declared a regular quarterly dividend of $0.3125 per share of the Company's common stock payable on June 23, 2023, to stockholders of record on May 25, 2023.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No.Description
99.1




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  
Spok Holdings, Inc.
Date:May 3, 2023 By:/s/ Calvin C. Rice
  Name:Calvin C. Rice
  Title:Chief Financial Officer
Exhibit 99.1
NEWS RELEASE
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CONTACT:
Al Galgano            
952-224-6096        
al.galgano@spok.com    

Spok Reports First Quarter 2023 Results
Strong improvement in net income and adjusted EBITDA
Company increases financial guidance for the full year 2023
Wireless Revenue Growth on both a Sequential and Year-Over-Year Basis
Alexandria, Va. (May 3, 2023) - Spok Holdings, Inc. (NASDAQ: SPOK), a global leader in healthcare communications, today announced results for the first quarter ended March 31, 2023. In addition, the Company’s Board of Directors declared a regular quarterly dividend of $0.3125 per share, payable on June 23, 2023, to stockholders of record on May 25, 2023.
Recent Highlights:
•Generated net income of $3.1 million, or $0.15 per diluted share, compared to a net loss of $7.2 million, or $0.37 per diluted share, in the prior year period
•Generated $6.9 million of adjusted EBITDA in the first quarter, compared to a loss of $2.1 million in the first quarter of 2022
•Software operations bookings totaled $5.7 million for the first quarter, compared to $5.2 million in the first quarter of 2022, a nearly 9% year-over-year increase
•First quarter 2023 software operations bookings included 15 six-figure customer contracts, including four new logo customers
•First quarter 2023 wireless average revenue per unit (ARPU) was $7.59, up on both a sequential and year-over-year basis, with units in service down less than 1% from the prior quarter
•First quarter 2023 wireless revenue of $19.0 million, up 1% from revenue of $18.8 million in the year ago period
•Capital returned to stockholders in the first quarter of 2023 totaled $6.9 million in the form of the Company’s regular quarterly dividend
•Cash and equivalents balance of $29.5 million on March 31, 2023, and no debt

"I am proud of what the Spok team has been able to accomplish in the first quarter and believe that these results position us well for the remainder of the year, as we continue to execute our focus on generating cash flow and returning capital to stockholders,” said Vincent D. Kelly, chief executive officer of Spok Holdings, Inc. “Last quarter, we made tremendous progress in several key performance areas, including wireless trends, software bookings and backlog levels, as well as
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Exhibit 99.1
NEWS RELEASE
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expense management, as we continued to see expense declines on both a sequential and year-over-year basis. We were able to accomplish this while investing in our Spok Care Connect and Wireless solutions. I am particularly pleased with our performance in Wireless, as we grew first quarter revenue on both a sequential and year-over-year basis and further minimized unit churn. More than half of the nearly 5% annual growth in ARPU in the first quarter reflects the impacts of pricing actions taken in late 2022 and, to a lesser extent, sales of our new GenA™ pager. We look forward to continued success in the remainder of the year and believe our extensive experience operating our established communication solutions will create significant value for stockholders by maximizing revenue and cash flow generation.”
Financial Highlights:
For the three months ended March 31,
(Dollars in thousands)20232022Change (%)
Revenue
Wireless revenue
Paging revenue$18,525 $18,313 1.2 %
Product and other revenue503 533 (5.6)%
Total wireless revenue$19,028 $18,846 1.0 %
Software revenue
License$1,618 $1,824 (11.3)%
Professional services3,239 3,336 (2.9)%
Hardware356 589 (39.6)%
Maintenance8,939 9,230 (3.2)%
Total software revenue14,152 14,979 (5.5)%
Total revenue$33,180 $33,825 (1.9)%
For the three months ended March 31,
(Dollars in thousands)20232022
Change (%)
GAAP
Operating expenses$28,463 $42,493 (33.0)%
Net income (loss)$3,117 $(7,214)143.2 %
Cash, cash equivalents, and short-term investments (as of period end)$29,550 $46,328 (36.2)%
Capital returned to stockholders$6,933 $6,524 6.3 %
Non-GAAP
Adjusted operating expenses$27,217 $37,064 (26.6)%
Adjusted EBITDA$6,899 $(2,124)424.8 %
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Exhibit 99.1
NEWS RELEASE
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For the three months ended March 31,
(Dollars in thousands, excluding units and service and ARPU)20232022
Change (%)
Key Statistics
Wireless units in service811 838 (3.2)%
Wireless average revenue per unit (ARPU)$7.59 $7.24 4.8 %
Software operations bookings(1)
$5,678 $5,212 8.9 %
Software maintenance bookings(2)
$11,300 $9,105 24.1 %
Software backlog (as of period end)$46,540 $40,532 14.8 %
1) Software operations bookings includes net new (i.e., new customers or incremental add-on sales to existing customers) sales of license, professional services, equipment, and first-year maintenance.
2) Software maintenance bookings includes the renewal of maintenance and term license contracts.
Financial Outlook:
The Company also increased its financial guidance and now expects the following for the full year 2023:
(Unaudited and in millions)Current Guidance
Full Year 2023		Prior Guidance
Full Year 2023
FromToFromTo
Revenue
Wireless$73.0 $75.5 $71.5 $74.5 
Software$58.0 $62.0 $57.5 $62.0 
Total Revenue$131.0 $137.5 $129.0 $136.5 
Adjusted EBITDA$24.5 $26.5 $24.0 $26.0 
2023 First Quarter Call:
Management will host a conference call and webcast to discuss these financial results on Thursday, May 4, 2023, at 9:30 a.m. Eastern Time. The presentation is open to all interested parties and may include forward-looking information.
Conference Call Details
Date/Time:Thursday, May 4, 2023, at 9:30 a.m. ET
Webcast:https://www.webcast-eqs.com/register/spok_q12023_en/en
U.S. Toll-Free Dial In:877-407-0890
International Dial In:1-201-389-0918
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Exhibit 99.1
NEWS RELEASE
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To access the call, please dial in approximately ten minutes before the start of the call. For those unable to join the live call, an OnDemand version of the webcast will be available following the call under the URL link and on the investor relations website.


Investor Day Program:

Following the First Quarter 2023 call, Spok will host an Investor Day with financial analysts and institutional investors, from 11:00 a.m. ET to 3:00 p.m. ET. Spok’s executive leadership team will present an updated view of the Company’s long-term strategy and capital allocation plans, followed by a live Q&A session.

A live webcast of the earnings conference call and Investor Day, along with the earnings release and Investor Day materials, will be available on Spok’s Investor Relations website at https://investors.spok.com/. A replay of the Investor Day presentation will also be accessible on the Company’s website.

* * * * * * * * *
About Spok
Spok, Inc., a wholly owned subsidiary of Spok Holdings, Inc. (NASDAQ: SPOK), headquartered in Alexandria, Virginia, is proud to be a global leader in healthcare communications. We deliver clinical information to care teams when and where it matters most to improve patient outcomes. Top hospitals rely on the Spok Care Connect® platform to enhance workflows for clinicians and support administrative compliance. Our customers send over 100 million messages each month through their Spok® solutions. Spok enables smarter, faster clinical communication. For more information, visit spok.com or follow @spoktweets on Twitter.
Spok is a trademark of Spok Holdings, Inc. Spok Care Connect and Spok Mobile are trademarks of Spok, Inc.
Non-GAAP Financial Measures
This press release contains the following non-GAAP financial measures: adjusted operating expenses and adjusted EBITDA. Adjusted operating expenses excludes depreciation, amortization and accretion, impairment of intangible assets and severance and restructuring costs. Adjusted EBITDA represents net income/(loss) before interest income/expense, income tax benefit/expense, depreciation, amortization and accretion expense, stock-based compensation expense, impairment of intangible assets and severance and restructuring. With respect to our expectations under "Financial Guidance" above, reconciliation of adjusted EBITDA to net income (loss) is not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and uncertainty with respect to certain items included in net income (loss) that are excluded from adjusted EBITDA, in
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Exhibit 99.1
NEWS RELEASE
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particular, income tax benefit / expense, stock-based compensation expenses, impairment of intangible assets, severance and restructuring and other non-recurring expenses. These items can have unpredictable fluctuations based on unforeseen activity that is out of our control and /or cannot be reasonably predicted.
We believe that these non-GAAP financial measures provide useful information to management and investors regarding certain financial and business trends relating to Spok's financial condition and results of operations. We use these non-GAAP measures for financial, operational, and budgetary decision-making purposes, to understand and evaluate our core operating performance and trends, and to generate future operating plans. We believe that these non-GAAP financial measures permit us to more thoroughly analyze key financial metrics used to make operational decisions and allow us to assess our core operating results. We believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing our financial measures with other software companies who present similar non-GAAP financial measures. We adjust for certain items because we do not regard these costs as reflective of normal costs related to the ongoing operation of the business in the ordinary course. In general, these items possess one or more of the following characteristics: non-cash expenses, factors outside of our control, items that are non-operational in nature, and unusual items not expected to occur in the normal course of business. We believe it is important to exclude these costs, given that they do not represent future operational costs under this strategic business plan. This allows us to assess the underlying performance of our core business under this new strategic business plan.
We do not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principle of these non-GAAP financial measures is that they exclude significant amounts that are required by GAAP to be recorded in the Company's financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which items are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. We urge investors to review the reconciliation of our non-GAAP financial measures to the comparable GAAP financial measures, which are included in this press release, and not to rely on any single financial measure to evaluate our business.
Safe Harbor Statement under the Private Securities Litigation Reform Act
Statements contained herein or in prior press releases which are not historical fact, such as statements regarding our future operating and financial performance, are forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that may cause our actual results to be materially different from the future results expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expectations include, but are not limited to, our ability to manage wireless network rationalization to lower our costs without causing disruption of service to our customers; our ability to retain key management personnel and to attract and retain talent within the organization; the productivity of our sales
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Exhibit 99.1
NEWS RELEASE
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organization and our ability to deliver effective customer support; our ability to identify potential acquisitions, consummate and successfully integrate such acquisitions, and achieve the expected benefits of such acquisitions; risks related to the COVID-19 pandemic; economic conditions such as recessionary economic cycles, higher interest rates, inflation and higher levels of unemployment; competition for our services and products from new technologies or those offered and/or developed from firms that are substantially larger and have much greater financial and human capital resources; continuing decline in the number of paging units we have in service with customers, commensurate with a continuing decline in our wireless revenue; our ability to address changing market conditions with new or revised software solutions; undetected defects, bugs, or security vulnerabilities in our products; our dependence on the U.S. healthcare industry; the sales cycle of our software solutions and services can run from six to eighteen months, making it difficult to plan for and meet our sales objectives and bookings on a steady basis quarter-to-quarter and year-to-year; our reliance on third-party vendors to supply us with wireless paging equipment; our ability to maintain successful relationships with our channel partners; our ability to protect our rights in intellectual property that we own and develop and the potential for litigation claiming intellectual property infringement by us; our use of open source software, third-party software and other intellectual property; the reliability of our networks and servers and our ability to prevent cyber-attacks and other security issues and disruptions; unauthorized breaches or failures in cybersecurity measures adopted by us and/or included in our products and services; our ability to realize the benefits associated with our deferred income tax assets; future impairments of our long-lived assets, amortizable intangible assets or goodwill; risks related to data privacy and protection-related laws and regulation; and our ability to manage changes related to regulation, including laws and regulations affecting hospitals and the healthcare industry generally, as well as other risks described from time to time in our periodic reports and other filings with the Securities and Exchange Commission. Although Spok believes the expectations reflected in the forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Spok disclaims any intent or obligation to update any forward-looking statements.


Tables to Follow
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SPOK HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited and in thousands except share, per share amounts and ARPU)
For the three months ended
3/31/20233/31/2022
Revenue:
Wireless$19,028 $18,846 
Software14,152 14,979 
Total revenue33,180 33,825 
Operating expenses:
Cost of revenue (exclusive of items shown separately below)6,536 7,804 
Research and development2,493 6,497 
Technology operations6,587 7,013 
Selling and marketing3,901 5,315 
General and administrative7,700 10,435 
Depreciation, amortization and accretion1,236 934 
Severance and restructuring10 4,495 
Total operating expenses28,463 42,493 
% of total revenue85.8 %125.6 %
Operating income (loss)4,717 (8,668)
% of total revenue14.2 %(25.6)%
Interest income272 67 
Other income (expense)53 (13)
Income (loss) before income taxes5,042 (8,614)
(Provision for) benefit from income taxes(1,925)1,400 
Net income (loss)$3,117 $(7,214)
Basic net income (loss) per common share$0.16 $(0.37)
Diluted net income (loss) per common share0.15 (0.37)
Basic weighted average common shares outstanding19,897,445 19,599,526 
Diluted weighted average common shares outstanding20,182,692 19,599,526 
Cash dividends declared per common share0.3125 0.3125 



SPOK HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
3/31/202312/31/2022
ASSETS(Unaudited)
Current assets:
Cash and cash equivalents$29,550 $35,754 
Accounts receivable, net22,644 26,861 
Prepaid expenses7,150 6,849 
Other current assets628 587 
Total current assets59,972 70,051 
Non-current assets:
Property and equipment, net7,802 8,223 
Operating lease right-of-use assets13,401 13,876 
Goodwill99,175 99,175 
Deferred income tax assets, net50,706 52,398 
Other non-current assets694 754 
Total non-current assets171,778 174,426 
Total assets$231,750 $244,477 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$4,659 $5,880 
Accrued compensation and benefits6,063 11,628 
Deferred revenue24,629 26,274 
Operating lease liabilities4,964 5,096 
Other current liabilities4,823 4,573 
Total current liabilities45,138 53,451 
Non-current liabilities:
Asset retirement obligations7,353 7,237 
Operating lease liabilities10,064 10,604 
Other non-current liabilities846 1,107 
Total non-current liabilities18,263 18,948 
Total liabilities63,401 72,399 
Commitments and contingencies
Stockholders' equity:
Common stock2 2 
Additional paid-in capital99,599 99,908 
Accumulated other comprehensive loss(1,897)(1,909)
Retained earnings70,645 74,077 
Total stockholders' equity168,349 172,078 
Total liabilities and stockholders' equity$231,750 $244,477 



SPOK HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited and in thousands)
For the three months ended
3/31/20233/31/2022
Operating activities:
Net income (loss)$3,117 $(7,214)
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
Depreciation, amortization and accretion1,236 934 
Deferred income tax expense (benefit)1,886 (1,024)
Stock-based compensation936 1,115 
Provisions for credit losses, service credits and other29 594 
Changes in assets and liabilities:
Accounts receivable4,187 2,951 
Prepaid expenses and other assets(282)(1,421)
Net operating lease liabilities(197)(91)
Accounts payable, accrued liabilities and other(6,680)879 
Deferred revenue(1,621)(1,602)
Net cash provided by (used in) operating activities2,611 (4,879)
Investing activities:
Purchases of property and equipment(649)(679)
Purchase of short-term investments— (14,967)
Maturity of short-term investments— 15,000 
Net cash used in investing activities(649)(646)
Financing activities:
Cash distributions to stockholders(6,933)(6,524)
Purchase of common stock for tax withholding on vested equity awards(1,245)(1,209)
Net cash used in financing activities(8,178)(7,733)
Effect of exchange rate on cash and cash equivalents12 25 
Net decrease in cash and cash equivalents(6,204)(13,233)
Cash and cash equivalents, beginning of period35,754 44,583 
Cash and cash equivalents, end of period$29,550 $31,350 
Supplemental disclosure:
Income taxes paid/(refunded)$(6)$(39)



SPOK HOLDINGS, INC.
UNITS IN SERVICE, MARKET SEGMENTS,
AND AVERAGE REVENUE PER UNIT (ARPU) (a)
(Unaudited and in thousands)
For the three months ended
3/31/202312/31/20229/30/20226/30/20223/31/202212/31/20219/30/20216/30/2021
Account size ending units in service (000's)
1 to 100 units48 50 51 53 54 55 57 58 
101 to 1,000 units149 147 147 149 150 154 154 155 
>1,000 units614 620 626 633 634 638 642 656 
Total811 817 824 835 838 847 853 869 
Market segment as a percent of total ending units in service
Healthcare85.7 %85.4 %85.0 %85.0 %84.7 %84.7 %84.6 %84.5 %
Government4.3 %4.4 %4.1 %4.2 %4.7 %4.8 %4.8 %4.9 %
Large enterprise4.1 %4.0 %3.9 %4.0 %3.9 %3.9 %4.1 %4.1 %
Other(b)5.9 %6.1 %7.0 %6.8 %6.7 %6.6 %6.4 %6.4 %
Total100.0 %100.0 %100.0 %100.0 %100.0 %100.0 %100.0 %100.0 %
Account size ARPU
1 to 100 units$12.21 $11.95 $11.80 $11.41 $11.52 $11.58 $11.67 $11.69 
101 to 1,000 units8.65 8.66 8.44 8.27 8.24 8.30 8.38 8.35 
>1,000 units6.96 6.86 6.69 6.63 6.64 6.63 6.65 6.68 
Total$7.59 $7.50 $7.40 $7.23 $7.24 $7.26 $7.29 $7.32 
(a) Slight variations in totals are due to rounding.
(b) Other includes hospitality, resort and indirect units




RECONCILIATION OF ADJUSTED OPERATING EXPENSES
(Unaudited and in thousands)
For the three months ended
3/31/20233/31/2022
Operating expenses$28,463 $42,493 
Add back:
Depreciation, amortization and accretion(1,236)(934)
Severance and restructuring(10)(4,495)
Adjusted operating expenses$27,217 $37,064 

RECONCILIATION OF ADJUSTED EBITDA
(Unaudited and in thousands)
For the three months ended
3/31/20233/31/2022
Net income (loss)$3,117 $(7,214)
Add back:
Provision for (benefit from) income taxes1,925 (1,400)
(Other income) expense(53)13 
Interest income(272)(67)
Depreciation, amortization and accretion1,236 934 
EBITDA$5,953 $(7,734)
Adjustments:
Stock-based compensation936 1,115 
Severance and restructuring10 4,495 
Adjusted EBITDA$6,899 $(2,124)